VARONIS SYSTEMS INC
For the period ended Jun 5, 2025. Filed Apr 22, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 5, 2025 · Filed Apr 22, 2025
Contents
PROXY STATEMENT SUMMARY
This Proxy Statement is being furnished to the shareholders of Varonis Systems, Inc., a Delaware corporation, in connection with the solicitation of proxies by our Board of Directors for use at the 2025 Annual Meeting of Shareholders to be held at the date and place detailed below. This summary highlights information about the Company and certain information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully before voting.
2025 ANNUAL MEETING OF SHAREHOLDERS
| Place: www.virtualshareholdermeeting.com/VRNS2025 | Date: June 5, 2025 |
|---|---|
| Record Date: April 10, 2025 | Time: 8:30 a.m., Eastern Daylight Time |
Voting Matters and Board Recommendations
| Proposal | Board VoteRecommendation | Page |
|---|---|---|
| Proposal 1 – Election of Directors | FOReach of the nominees | 4 |
| Proposal 2 – Advisory Vote to Approve Executive Compensation | FOR | 8 |
| Proposal 3 – Auditor Ratification Proposal | FOR | 9 |
| Proposal 4 – Approval of Varonis Systems, Inc. 2025 Employee Stock Purchase Plan | FOR | 11 |
| Proposal 5 – Approval of Additional Shares for Issuance Under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan | FOR | 14 |
Casting Your Vote
| How to Vote | Shareholders of Record(Shares registered in your name withVaronis’s transfer agent) | Street Name Holders(Shares held through a Broker,Bank or Other Nominee) | |
|---|---|---|---|
| Internet | Visit the applicable voting website | www.proxyvote.com | www.proxyvote.com |
| Telephone | Within the United States, U.S. Territories and Canada, call toll-free | 1-800-690-6903 | Refer to votinginstruction form. |
| Complete, sign and mail your proxy card or voting instruction form in the self-addressed envelope provided to you. | |||
| Virtually | Vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/VRNS2025 | Refer to voting instruction form. | |
Board Nominees
You are being asked to vote on the following four nominees for directors to serve in Class II, with a term expiring at the 2028 Annual Meeting of Shareholders. Information about each director’s experiences, qualifications, attributes and skills can be found in the section below titled “Proposal No. 1: Election of Directors”.
| Name · Age · DirectorSince · Independent · Committee Memberships | |||
|---|---|---|---|
| AC · CC · NCGC · TC | |||
| Carlos Aued | 66 | 2022 | Yes |
| Kevin Comolli | 65 | 2004 | Yes |
| John J. Gavin, Jr. | 69 | 2013 | Yes |
| Fred van den Bosch | 78 | 2013 | Yes |
| AC: Audit Committee | - Committee Chairperson |
|---|---|
| CC: Compensation Committee | |
| NCGC: Nominating and Corporate Governance Committee | |
| TC: Technology Committee | |
CORPORATE GOVERNANCE HIGHLIGHTS
| • 10 of our 11 Directors are independent• Independent Lead Director• Our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee consist solely of independent directors• Approximately 55% of directors are gender and/or ethnically diverse, including two female directors• Robust risk oversight by Board and committees • Executive sessions of independent directors | • At least 75% average Board and committee meeting attendance for each director in 2024• Focus on board refreshment, with 60% of the Company’s independent directors having served ten years or fewer, and more than 25% of the Company’s directors having joined since 2021• Annual Board and Board committee self-evaluations• No shareholder rights plan or “poison pill”• Single class of shares so that all shareholders have an equal vote | • Comprehensive code of ethics and business conduct and corporate governance guidelines (“Corporate Governance Guidelines”)• Compensation “claw-back” policy• Stock ownership guidelines for directors and executive officers• Policy prohibiting hedging and pledging of shares owned by directors, executive officers and employees |
Board Skills and Experience
Our Board takes a holistic approach to building its composition with directors who collectively add significant value to the Company’s strategic decisions and who enable the Board as a whole to provide oversight of management and accountability to our shareholders. The Board and the Nominating and Corporate Governance Committee believe the skills, qualities, attributes, experience and diversity of backgrounds of our directors provide us with a diverse range of perspectives to effectively address our evolving needs and represent the best interests of our shareholders.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.